8-A12B: Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)
Published on April 24, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OMEGA HEALTHCARE INVESTORS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 38-3041398
(State of Incorporation) (IRS Employer Identification No.)
905 WEST EISENHOWER CIRCLE, SUITE 110
ANN ARBOR, MICHIGAN 48103
(Address of principal executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
8.625% SERIES B CUMULATIVE PREFERRED STOCK
(Title of each class to be registered)
NEW YORK STOCK EXCHANGE
(Name of each exchange on which each class is to be registered)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box: [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box: [ ]
Securities Act registration statement file number to which this form relates:
333-34763
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the 8.625% Series B Cumulative Preferred Stock (the
"Series B Preferred Stock") to be registered hereunder is contained in the
Section entitled, "Preferred Stock" on pages 9 through 12 of the Prospectus
included in the Registrant's Form S-3 Registration Statement No. 333-34763 as
filed on August 29, 1997, and as declared effective on September 3, 1997 by
the Securities and Exchange Commission, and as supplemented in the section
entitled, "Description of Series B Preferred Stock" on pages S-21 through S-29
of the Preliminary Prospectus Supplement dated April 20, 1998 and filed
pursuant to Rule 424(b) of the Securities Act of 1933, as amended. Such
description is incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
2.1 Articles of Incorporation, as amended, of the
Registrant, filed as Exhibit 3.1 to the Registrant's
Form 10-Q for the quarter ended March 31, 1995 and
incorporated herein by reference.
2.2 Amended and Restated Bylaws of the Registrant, as
amended October 15, 1997 (filed as Exhibit 3 to the
Company's Form 8-K dated November 10, 1997) and
incorporated hereby by reference.
2.3 Form of Articles Supplementary classifying the 8.625%
Series B Cumulative Preferred Stock.
2.4 Specimen share certificate for 8.625% Series B
Cumulative Preferred Stock.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
DATED: April 23, 1998 OMEGA HEALTHCARE INVESTORS, INC.
("Registrant")
By /s/ David A. Stover
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David A. Stover, Vice President
and Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ---------- -----------
2.3 Form of Articles Supplementary classifying the 8.625% Series B
Cumulative Preferred Stock.
2.4 Specimen share certificate for 8.625% Series B Cumulative
Preferred Stock.